Transformers Huminated: Along Came a Spider
by TheWeasel027
Summary: It's the Humanformer Autobots' first Halloween and Sari's doing everything in her power to make it as spooky as possible. But when the half-spider temptress known as Blackarachnia shows up, things start getting even spookier.
1. Ghosts From My Past

Notes:

The spiders will be known as arachnoids. That is all… For now…

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"No not that one. It's too round," Sari shook her head. Bulkhead moved to the pumpkin next to it. "No. too orange." Bulkhead moved to the next one. "Perfect!" Bulkhead nodded and bent down to pick it up. He lost his grip and the pumpkin spattered on the ground.

"Oops, sorry," he apologized. Sari sighed.

"I still don't fully understand the purpose of these fruit," Optimus said.

"It's simple," Sari replied "We cut a hole in the top, take out all the gunk, carve a face in, put in a candle, and bam! A jack-o-lantern. We can even use the gunk to make pumpkin pie."

"And the purpose of the jack-o-lantern?"

"Decoration."

"And the meaning of this 'Hall of Wean' is to dress up as colorful characters, go around town to different houses, and ask strangers for sugar coated nuggets?"

"You say it like it's a bad thing. Besides there's more to it than that. You're also supposed to scare people. But the most important part is picking out your costume. It has to make a statement, and it must get people's attention." But Optimus was no longer listening to Sari. His attention was drawn to a large, purple stuffed spider hanging from a tree that looked all too familiar…

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"_They're beautiful aren't they?" Elita-1 hugged Optimus's arm._

"_Yeah…" Optimus trailed off and stared at the amazing crystalline spider webs which crossed the entire canyon from cliff to cliff, "Any idea what they are?"_

"_I have no idea."_

"_Optimus! Elita! Come on, let's get moving," Sentinel nudged the two forward._

"_Uh, Sentinel," Optimus said, "Didn't you ever think there was a reason this sector is off limits?"_

"_Aww, what's the matter Optimus? Getting scared at the thought of fun?" Sentinel laughed and messed up Optimus's hair. Optimus matted it back in place with his hand._

"_Yeah, Optimus," Elita smiled, "Didn't you ever want to see a real life Decepticon ship? Just think of the history!"_

"_History?!" Sentinel laughed, "Pft, think of the Energon! Those guys hoarded it. If we find that buried treasure we'll be set for the rest of our lives!"_

"_Which we can spend in the Cybertronian Stockades if we get caught," Optimus objected. _

"_Fine you can wait on the ship if you're too _scared_ Optimus," Sentinel wrapped his arm around Elita and led her further into the canyon. Optimus sighed and followed close behind._

"_I guess someone's gotta keep you two from getting in over your heads," Optimus sighed._

"_Us? In over our heads?" Sentinel defended, "We never get in over our heads!"Just then, the ground cracked. The ground broke apart and caved in, sending the three plummeting. They landed with a loud thud inside a cave. Optimus looked up. The hole was too far up to get out that way. Optimus turned his gaze to Sentinel._

"_What?"Optimus shook his head and got up then turned around. "What?!" Sentinel repeated. Optimus could hear something._

"_You guys hear that?" Elita looked around for the source of the sound. Optimus couldn't quite make it out. Clicking? Chattering? He clicked on his flashlight._

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"Boo!" Optimus jumped at the sound of Bulkhead's voice. Bulkhead took off the bedsheet with eyeholes.

"Like my costume?" he grinned, "I'm gonna wear it tonight."

"What's got you so jumpy?" Bumblebee asked.

"Just a ghost," Optimus walked away, "From my past…"

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"Velcome. I am Count Dracubee. I vant to drink your blud," Bumblebee said in a cheesy Slavic accent which matched his cheesy Dracula outfit.

"Oooooh," Bulkhead moaned, "I am the ghost of Bulkheaaad!"

"You guys look like the worst Amazo-man villains ever," Sari giggled.

"Oh yeah? Then what's _your_ costume like?" Bumblebee retorted.

"Nope. It's a surprise," Sari looked at Optimus who was still staring into space, "In fact, I've got a lot of surprises in store." Sari sneered and jogged off. Meanwhile, Optimus was lost in his memories. Elita. Sentinel. The cave… But he was snapped awake when suddenly, the huge arachnoid appeared before him.


	2. Spiders

Optimus madly slashed wildly at the arachnoid with his axe. It was only when it was chopped into bite sized pieces that he realized it was another stuffed decoration.

"Take it easy big guy. It's just a decoration. Some Halloween fun," Sari said.

"You know, I don't think the AllSpark gave you that key for 'Halloween fun'," Optimus said when he saw the key inside the control panel that had moved the crane with the decoration, "You should only use it when necessary."

"Hellooo, how necessary is it to use an axe on a fake spider?" Sari pulled out the key and walked defiantly away. Optimus stared at the spider's remains.

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"_The sounds came from that way," Optimus pointed, "So I think we should go that way," Optimus pointed in the opposite direction._

"_Right," Elita agreed._

"_Fine," Sentinel sighed, "We'll go that way, but I'm telling you guys I've got a good feeling about this place! We just peek around a bit and soon enough we'll be neck deep in Energon-y goodness!"_

"_Did you really just say 'Energon-y goodness'?" Elita raised a brow._

"_Shh," Optimus raised a finger to his lips, "I think those sounds are getting closer." And he was right. The sounds of clicks could be heard going around them, but there was something else: movement._

"_Where's it coming from?" Elita gasped._

"_That way!"Sentinel pointed, but now the sounds were coming from the other side. "No that way!"_

"_It's coming from all around us!" Optimus concluded, "Guys! Back-to-back!" Sentinel and Elita nodded then pushed their backs to his so that they faced all directions. Optimus pulled out his ion axe. Sentinel activated his laser lance and shield. Elita activated a pair of wrist-mounted laser daggers. Just then, the sounds stopped. Optimus felt a liquid drop onto his head. He put a hand to it and examined it. He looked up to see a spider that was twice their size, hiss at them._

"_Look out!" Optimus and the others jumped out of the way as the spider came crashing down. The spider quickly turned around and shot a web out of its maw. The web wrapped around Elita and brought her to the ground. The spider turned to Optimus. Optimus activated his gauntlet and shot a stream of foam into its face._

_Sentinel ran over to Elita and sliced through the webbing._

"_Now that I think about it, this stuff isn't too beautiful after all," she smiled, "Look out!" Sentinel turned and came face to face with the spider. The spider struck at him with its leg. Sentinel went down. The arachnoid then looked at Elita, but fell. Optimus yanked the arachnoid's legs out from under it using his grapplers._

"_Elita! Do something!" Optimus could keep the arachnoid down for long._

"_On it!" Elita picked up Sentinel's shield and threw it at an overhead stalactite. The rock fell down and stabbed the arachnoid through the head._

"_Okay, Sentinel, I'm pretty sure it's time to leave," Optimus suggested._

"_I'm beginning to see why this place is off limits," Elita said._

"_No amount of history or Energon is worth this. I say we find the nearest exit, get back on the ship, and get out of here," Optimus said._

"_What?!" Sentinel exclaimed, "Okay, listen guys. I've done some reading on Energon. I've heard that it can mutate lesser creatures when you hang around it too long without protection. These things must've been smaller creatures once, but were around the Energon too long and eventually turned into this."_

"_Even more reason to leave," Optimus crossed his arms._

"_Even more reason to _stay_," Sentinel corrected, "If these things have access to Energon, that means we're close! I can practically smell it! Our destinies are right down that tunnel! So you give me one good reason to leave. Just one!" During Sentinel's speech, three spiders had lowered themselves behind him._

"_Uhh, Sentinel? There are three reasons right behind you," Optimus pointed. Sentinel nodded, and just before they bit him, slashed off one of their heads with his laser lance. He put up the laser shield which turned into a barrier._

"_You guys get outta here!" Sentinel told them, "I'll cover your retreat!" Optimus nodded and ran down through the right fork in the tunnel. But Elita, who hadn't seen which way he went, ran through the left._

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"Hey Optimus! Wake up! How do you like my costume?" Sari walked in front of him wearing a kid sized version of Optimus's outfit with gauntlets made of cardboard.

"Oh look at me," Sari imitated Optimus's voice, "I'm Optimus Prime. And I'm scared of spiders!"

"I do _not_ sound that way," Optimus crossed his arms defiantly, "Do I?" Sari simply smiled.

"Last chance to join us Boss Man," Bumblebee smiled.

"No thanks," Optimus returned the smile, "Just be careful out there."

"No problem," Sari said "I'll keep these two out of trouble," Sari began imitating Optimus again, "Autobots! Roll out!" Optimus glared at her.

"Couldn't resist," she giggled.


	3. Man Down

"I don't know," Bumblebee said, "Everyone looks kinda…spooky."

"That's kinda the point Bee," Sari pointed out, "Just remember that it's all pretend." The three then continued their walk, unaware of the red eyes watching them…

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Ding dong.

"Okay, remember," Sari reminded, "when the person opens the door, you say 'Trick or treat.'" Bumblebee and Bulkhead nodded. Suddenly Bumblebee's eyes were drawn to a shadowed figure standing on the ceiling. The shadow stared back with glowing red eyes, spiderlike legs hanging over its shoulder. And shining fangs.

"Bulkhead," Bumblebee whispered as he poked his arm, "Bulkhead," he said a little louder. "Bulkhead!" he crawled on his back, knocking his eyeholes down.

"What?" Bulkhead groaned.

"There! Black! Fangs! Red eyes! Claws! Webs!" Bumblebee sputtered. Bulkhead pulled his eyeholes back into place. The figure had disappeared.

"I don't see anything."

"Trick or treat!" Sari grinned when the door opened. The woman's eyes looked at Bumblebee who was still pointing and babbling about something on the roof. "Uh, he's new to this."

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"I'm telling you guys I say something!" Bumblebee begged the others to believe him as they continued their candy-filled hunt, "We are being _followed_!"

"Oh geez. You're such a scaredy cat," Sari laughed, "You're worse than Optimus."

"Am not!" Bulkhead poked him in the back. Bumblebee jumped and ran up a tree. Bulkhead chuckled while Sari was hooted with laughter. "That's not funny! Now help me down! My cape's snagged." Bulkhead reached up, plucked him off the branch, and set him down. "Besides, I know the difference between some cheap decoration and some spider-lady."

"_Wait a second,_" Optimus said over the comlink, _"Bumblebee, what did you see?"_

"A spider-lady. Well I'm pretty sure anyway," Bumblebee said. He then realized something. "Did…did you…bug…my comlink?"

"_Just stay where you are! I'll be right there."_

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"_Wow," Optimus stared in awe at the Decepticon ship in front of him, "I guess Sentinel was right. Optimus crawled down into the sinkhole and went on board the ship to explore._

"_Sentinel? Elita?" Optimus whispered loudly. He then saw a purple glow coming from the storage bay. He walked in to see huge piles of Energon cubes._

"_Okaaay, that's two for Sentinel." Optimus then saw something sitting next to the cubes. "Odd, I've never seen oval shaped Energon." Just then, several baby arachnoids emerged from the ovular objects. _

"_Why do I get the feeling that's not Energon?" Optimus pulled out his axe and turned around. Right into a net of web. In his struggle to get free, he dropped his axe. Before the babies could crawl over to him, Elita picked up the axe and sliced up the spiderlings._

"_I thought I might find you here," she smiled. Before they could have a moment's peace, the spiderlings' parents crawled down the wall. Optimus and Elita fell back and climbed on top of a pile of cubes. One of the arachnoids leapt at them. Optimus kicked it. The spider landed on an Energon causing it to explode._

"_Those Energon cubes are unstable," Optimus realized. He picked up an Energon cube and used his grapplers to throw it through a hole in the roof to the cave ceiling. The Energon exploded causing a stalactite to crack and fall down._

"_Elita! Hold on to me!" Optimus held out his hand. Elita wrapped her arms around his waist._

"_And do what?!"_

"_Hold on tight!" Optimus then used his grapplers to raise himself and Elita out of the ship. The stalactite crashed through the ship's roof and landed on a pile of Energon cubes. The pile exploded and caused a chain of reactions that made more piles explode. One of the shockwaves caused Elita to lose her grip on Optimus. Optimus managed to grab her hand before she could fall. But another shockwave sent Elita falling._

"_Optimus!" she screamed._

"_ELITA!" Elita plummeted into the Decepticon warship and disappeared from sight. Optimus swung down onto a ledge. Sentinel ran to him._

"_Elita!" Sentinel tried to run past Optimus, but Optimus stopped him._

"_Sentinel! No!"_

"_WE NEED TO GO AFTER HER!"_

"_No time! The ship's gonna blow!" Optimus grabbed Sentinel, fired his grapplers, and raised them up._

"_No! she's still alive! ELITAAA!"When they reached the ceiling, Optimus broke a hole in the cave roof and pulled them out. They then ran as far away as they could before a final, huge explosion, ripped apart the ground under their feet. When the chaos finally ended, everything seemed to stand still._

"_We need to go back for Elita!" Sentinel demanded._

"_There's no way she could've survived. I'm sorry Sentinel. She's dead." Sentinel couldn't help but fight back the tears. He slammed Optimus against the cliff side. Sentinel started to punch Optimus in the face._

"_This is all _your_ FAULT! I HATE YOU!"_

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"I won't let it happen again," Optimus grimaced.


	4. Blackarachnia

"For the last time Bumblebee. Re-lax!" Sari repeated, "There's no such thing as vampires or spider-ladies or whatever you're talking about."

"All I'm saying is that we should keep our eyes open. And don't let anything slip past us," Bumblebee said. Ironically he didn't notice the webbing wrap around Sari and pull her away.

"Guys! Help!" she screamed. The silhouette Bumblebee had seen earlier was pulling Sari up the side of a wall, which it was standing on.

"Sari!" Bumblebee and Bulkhead said at once and tore off their outfits.

"Keep away from the girl," it hissed.

"That's just what I was gonna say!" Bumblebee shot a stinger bolt at the webbing and caught Sari. The silhouette ran on the wall. (That's right. You didn't read wrong. The wall.) but Bulkhead stopped the shadow with a wrecking ball.

"You're not getting away that easy!" he shouted. The shadow jumped from the wall and landed on the ground gracefully. The light revealed that the figure was in fact, inhuman. She had a blue tint to her skin, red eyes with slits for pupils, fingers that ended in claws, spiderlike legs that stuck out her back and hung over her shoulder, and a fang-filled smile. But even with those features, she was still strikingly beautiful.

"Who is she?" Bumblebee breathed.

"What is she?" Bulkhead gasped.

"A girl?" Sari frowned. The spider-lady carried herself seductively to Bulkhead and rubbed his chin.

"My friends call me _Blackarachnia_," she whispered into his ear but loud enough for the others to hear. Bulkhead's eyes rolled upward and his tongue hung out. Blackarachnia hissed and buried her fangs into his neck. Bulkhead gasped and fell to the ground.

"Get away from him!" Bumblebee jumped at Blackarachnia, but she swiftly moved out of the way. She easily put him in an arm lock and bit him in the neck. Bumblebee fell unconscious to the ground.

"What did you do to them?!" Sari yelled. She jumped onto the still Bulkhead. She was about to use her key, but Blackarachnia stopped her.

"There's no need for that your AllSpark key any more. You're safe. Let's move," she said.

"They're my friends!" Sari retorted.

"Oh I'm sorry," Blackarachnia said sarcastically, "It's just so hard to tell the good boys from the bad these days." She then looked at Sari's outfit. "Nice costume by the way."

"Wait a second, back up a sec," Sari said, "How do you know about my key?"

"Let's just say I'm a bit of an AllSpark expert. And I could teach you a thing or two about the key." Sari was just about to hand her the key, when Optimus yanked her away with his grapplers by the foot.

"Sari! Get away from her!" he shouted.

"Optimus?" Blackarachnia gasped, "So, the rumors _are_ true." She fired a string of webbing out of her hand and plucked off one of Bumblebee's stingers then strapped it onto her hand. She then used it to snap the cable with a bolt of electricity.

"Hey! That's Bumblebee's thing!" Sari protested.

"Oh cool it kid. I'm just borrowing it," Blackarachnia hissed. She fired a bolt at Optimus. Optimus was about to use his foam shooter, but she knocked his hand away and grabbed his throat.

"As much as you'd love to give me a face full of foam," Blackarachnia slammed Optimus against a wall. "Now, how about a kiss?" she hissed. She looked into Optimus's face. Her frown faded. She then set him down and tossed him all the way across the street into the opposite wall. Sari was about to run to his aid, but Blackarachnia yanked her away with some webs. Blackarachnia shot another web at a building and swung away.

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"Sari! Hang on! I'm coming!" Optimus chased after Blackarachnia using his grapplers to swing building to building just like Blackarachnia who wasn't as fast due to having to carry Sari in one arm.

"The jig is up!" Sari sneered, "Optimus is gonna chop you up into itsy bitsy spider bits!" Before she could continue, Blackarachnia webbed her mouth shut. She then jumped onto a wall and crawled up the building.

"Do you ever shut up?!" Blackarachnia demanded. She ran over the ledge and stopped at the center of the ceiling. when she turned around, Optimus shot her in the face with a stream of foam, then pulled Sari away with his grapplers. Optimus pulled off the webbing.

"You okay?" he asked her. Sari gave him a thumbs up.

"Optimus look out!" she cried out. Blackarachnia spin kicked Optimus through the air. Optimus quickly got up and tried to punch, but she blocked with her knee then tried to swipe at his stomach, but he moved out of the way. He backed up and pulled out his axe. He swung at her but she dodged each swing easier than the last.

"Ha! I know all your moves! Pure textbook Autobot Academy," she caught his axe on one of his swings.

"Do I know you?"

"Doubt it. You've probably forgotten all about me. Though you remembered Sentinel that day!"

"Elita-1?!"

"It's Blackarachnia now!" Blackarachnia moved closer to Optimus until their faces were inches away.

"But I thought you—!"

"If either of you had bothered to go back and look for me, you would've seen what happened!

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_Elita woke up. Everything had gone dark. She looked up to see six glowing purple eyes. Elita activated her laser daggers and slashed off the spider's head, but then, from the darkness, six more emerged. They ganged up around her and bit different parts of her body. She could feel the venom course through her system. Suddenly she felt a chain reaction happen. Her fingers sharpened into claws. Her vision changed so she could see in the darkness. The spiders were standing back, watching. She suddenly felt a pain in her back. From her shoulder blades, two long spider legs erupted and dangled over her shoulders. She had become a freak._

"_NOOOOOO!!!"_

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"That venom, must've inherited the mutagenic effect of the Energon. And when it bit you…" Optimus trailed off.

"It turned me into this."

"If I'd known I would have—!"

"What? Brought me back to Cybertron to be dissected?!" Optimus looked down and caught a glimpse of her necklace with a Decepticon insignia hanging off it.

"So, you aligned yourself with the Decepticons instead?"

"At least I know where I stand with them," Blackarachnia shot a stream of webbing at Optimus. Blackarachnia ran over to Sari and yanked off her AllSpark key.

"Hey! Give that back!" Sari protested.

"No way kid! If anything can fix me, it's this!" Blackarachnia shoved the key into her chest. A shockwave blasted Sari off the roof. Optimus ran to the ledge. Sari was barely hanging off a flagpole.

"_Don't worry Boss Man! We've got a visual on Sari and are on our way!"_ someone said over the comlink.

"Bumblebee?!" Optimus exclaimed.

"_The one and only! Bulkhead and I are coming up the building. Just tell Sari to let go!"_

"What?!"

"_Just do it!"_

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"Bumblebee! What the slag are you thinking?!" Bulkhead exclaimed.

"I've got an idea, gimme your wrecking ball," Bumblebee said. Bumblebee gave Bulkhead the wrecking ball and tied the cable around his waist.

"This button to reel it in right?" Bumblebee pointed at a button on the handle.

"Yeah it's—Hey! Where're you going!" Bumblebee ran to the window and burst outside just as Sari fell right into his arms. The two spiraled head-over-heels through the air.

"Sari! Hang on TIGHT!" Bumblebee felt for the button on the handle and pressed it. The two stopped on a dime and reversed their fall upward still going just as fast until they crashed through the window again. Bumblebee fell to the ground with Sari on top.

"Bumblebee! That was so—!" Bulkhead began.

"AWESOME!" Sari hugged Bumblebee around the neck.

"I think I'm lying on a piece of glass," Bumblebee groaned.

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Optimus turned back to Blackarachnia. She wobbled and fell on her knees.

"What's happening," she moaned.

"You can't survive without your other half! Pull out the key! Now!"

"I can't…I…I'm too…weak…" Optimus tried to pull it out for her, but she was surrounded by an energy barrier. But Optimus was determined. He pushed his way through with all his might and yanked out the key. He helped her stand up. Her knees were still wobbly so she fell into his arms.

"Let…let me go. I don't want you to see me like this anymore," she sniffled. But Optimus held her closer.

"Come with me. We'll find a cure together. Let me earn back your trust."

"Come closer. I need to tell you something." Optimus leaned closer.

"It'll be a long time before I trust an Autobot," she whispered. Then she dug her fangs into his neck. Optimus went unconscious and fell to the ground. Blackarachnia took off her Decepticon necklace, looked at it, and placed it in Optimus's hand. She kissed him on the cheek then swung away.

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"I believe the expression is 'trick or treat,'" Optimus smiled and handed Sari the AllSpark key.

"That's what I'm supposed to say. You just say 'Happy Halloween' and fork over the goods. Then I say thank you, and I guess you were right about my key. I should probably give it a rest."

"But at least you were wrong about my axe and spiders."

"So wait," Bulkhead scratched his head, "Who was that bug lady anyway?"

"Someone," Optimus said, "I shouldn't have left behind…"

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Blackarachnia stood under the moonlight, staring at the full moon. She felt alone. So alone. She could feel a cold tear run down her face…


End file.
